SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.__ )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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SoGen Variable Funds, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Important News
SOGEN VARIABLE FUNDS, INC.
SOGEN OVERSEAS VARIABLE FUND
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While we encourage you to read the full text of the enclosed proxy statement,
here's a brief overview of some matters affecting SoGen Overseas Variable Fund
(the "Fund") that require a shareholder vote.
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Q & A: QUESTIONS AND ANSWERS
Q: What is happening?
A: Societe Generale Asset Management, S.A., ("SGAM S.A."), the owner of an 80.1%
equity interest in Societe Generale Asset Management Corp. (the "Adviser"),
the investment adviser for SoGen Variable Funds, Inc., and Jean-Marie
Eveillard, the president, director and shareholder of the remaining 19.9%
equity interest in the Adviser, have agreed to sell all the shares of the
Adviser to Arnhold and S. Bleichroeder, Inc. ("A&SB") (the "Acquisition"). In
order for the Acquisition to occur, it is necessary for the Fund's
shareholders to approve a new advisory agreement and to elect an expanded
Board of Directors. The Board members of the Fund, including those who are
not affiliated with the Adviser, recommend that you vote FOR these proposals.
Q: Will Jean-Marie Eveillard continue to manage the fund?
A: Yes, Jean-Marie Eveillard has entered into an employment contract with A&SB
for an initial term of five years and is selling his 19.9% interest in the
Adviser over eight years. He will continue to be primarily responsible for
the day-to-day management of the Fund.
Q: How will A&SB's acquisition of the Adviser affect me as a fund shareholder?
A: The Fund's investment objective and investment program will not change as a
result of the Acquisition. Your investment in the related variable annuity
contract or variable life insurance policy will be unchanged and you will
still indirectly own the same number of shares in the Fund. The terms of the
new advisory agreement are the same in all material respects as those in the
current advisory agreement.
Q: Will the investment advisory fees be the same?
A: Yes, the fees paid by the Fund for advisory services under the current
contract will remain the same after the proposed Acquisition.
Q: Why am I being asked to vote on the proposed new advisory agreement?
A: The Investment Company Act of 1940, which regulates mutual funds such as the
Fund, requires a vote whenever there is a change in control of a fund's
investment manager. The proposed Acquisition will result in a change of
control of the Adviser, and thus requires shareholder approval of a new
advisory agreement between the new adviser, Arnhold and S. Bleichroeder
Advisers, Inc., and the Fund.
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Q: Will the Fund pay for the Proxy Solicitation and legal costs associated with
this transaction?
A: No, A&SB will bear those costs.
Q: How do the board members of the Fund suggest that I vote?
A: After careful consideration, the Board of Directors, on behalf of the Fund,
including a majority of those directors who are not affiliated with the
Adviser, unanimously recommends that you vote in favor of the proposals on
the enclosed proxy card.
Q: Where can I call for more information about the proposed acquisition?
A: You may call (800) 322-2885 if you have any questions about the proposed
Acquisition.
ABOUT THE PROXY CARD
If you have more than one account in the Fund in your name at the same
address, you will receive separate proxy statements and proxy cards for each
account. Please vote all issues shown on each proxy card that you receive. In
addition to voting by returning your proxy card in the enclosed envelope, you
may also submit your vote by telephone ((800) 690-6903), or over the Internet
(www.proxyvote.com).
THANK YOU FOR SUBMITTING YOUR VOTE PROMPTLY.
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SoGen Variable Funds, Inc.
1221 Avenue of the Americas
New York, New York 10020
1-800-334-2143
November 22, 1999
TO THE SHAREHOLDERS:
A Special Meeting of Shareholders (the "Special Meeting") of SoGen Overseas
Variable Fund (the "Fund"), a series of SoGen Variable Funds, Inc. (the
"Company"), is to be held at 4:00 p.m., Eastern time, on December 22, 1999 at
the offices of Societe Generale Asset Management Corp. (the "Adviser"), the
investment adviser for the Fund, 1221 Avenue of the Americas, 8th Floor, New
York, New York 10020. Shareholders who are unable to attend the Special Meeting
are strongly encouraged to vote by proxy, which is customary in corporate
meetings of this kind.
As described in the Question and Answer section, both Societe Generale
Asset Management S.A. ("SGAM S.A."), the majority owner of the Adviser, and I
have each entered into agreements with Arnhold and S. Bleichroeder, Inc.
("A&SB"), providing for the sale of all of the outstanding shares of the Adviser
to A&SB (the "Acquisition"). A&SB is a privately owned international investment
banking firm headquartered in New York, New York with a heritage dating back to
1803. I am pleased to report that I will be joining A&SB as a senior officer and
will continue as portfolio manager of the SoGen Funds.
I am also pleased to report to you that:
o The investment objective of the Fund will remain the same and I will
continue to be primarily responsible for the management of the Fund.
o The advisory fees and expenses paid by the Fund will not increase as a
result of the proposed Acquisition.
o Those Directors of the Fund who are not "interested persons" have
carefully reviewed the proposed Acquisition, and have concluded that the
Acquisition should cause no reduction in the quality of services
provided to the Fund.
o The proposed Acquisition will have no effect on the number of Fund
shares that you own or the value of those shares.
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The Board of Directors and I ask that you vote your proxy now and approve a
new advisory agreement for the Fund.
Respectfully,
JEAN-MARIE EVEILLARD
President
IMPORTANT--WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN
THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR
YOUR CONVENIENCE. YOU MAY ALSO SUBMIT YOUR VOTE ON THE PROPOSAL BY TELEPHONE OR
OVER THE INTERNET (www.proxyvote.com). TO VOTE VIA TELEPHONE, PLEASE CALL (800)
690-6903. IF YOU CAN ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES IN
PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.
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SoGen Variable Funds, Inc.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of
SoGen Overseas Variable Fund
Please take notice that a Special Meeting of Shareholders (the "Special
Meeting") of SoGen Overseas Variable Fund (the "Fund"), a series of SoGen
Variable Funds, Inc. (the "Company"), is to be held at the offices of Societe
Generale Asset Management Corp., the investment adviser for the Fund, 1221
Avenue of the Americas, 8th Floor, New York, New York 10020, on December 22,
1999 at 4:00 p.m., Eastern time, for the following purposes:
(1) To approve a new advisory agreement;
(2) To elect Directors; and
(3) To ratify or reject the selection of KPMG LLP as the independent
accountants for the Fund for the Fund's current fiscal year.
The appointed proxies may also vote on any other business that may properly
come before the Special Meeting or any adjournments or postponements thereof.
Holders of record of shares of common stock of the Fund at the close of
business on October 29, 1999 are entitled to vote at the Special Meeting and at
any adjournments or postponements thereof.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Special
Meeting, the persons named as proxies may propose one or more adjournments of
the Special Meeting in accordance with applicable law, to permit further
solicitation of proxies. The persons named as proxies will vote in favor of such
adjournment those proxies which have been voted in favor of the proposal and
will vote against any such adjournment those proxies which have been voted
against the proposal.
By Order of the Board of Directors,
PHILIP J. BAFUNDO
Secretary
November 22, 1999
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SoGen Variable Funds, Inc.
1221 Avenue of the Americas
New York, New York 10020
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PROXY STATEMENT
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GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of SoGen Variable Funds, Inc.
(the "Company"), on behalf of SoGen Overseas Variable Fund (the "Fund"), for use
at a Special Meeting of Shareholders, to be held at the offices of Societe
Generale Asset Management Corp. (the "Adviser"), the investment adviser for the
Fund, 1221 Avenue of the Americas, 8th Floor, New York, New York 10020, on
December 22, 1999 at 4:00 p.m., Eastern time, and at any and all adjournments or
postponements thereof (the "Special Meeting"). (In the descriptions of the
proposals below, the word "fund" is sometimes used to mean an investment company
or a series thereof in general, and not the Fund whose proxy statement this is.)
This Proxy Statement, the Notice of Special Meeting and the proxy card are
first being mailed to shareholders on or about November 22, 1999 or as soon as
practicable thereafter. Any shareholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary of the Company at its principal executive
offices at 1221 Avenue of the Americas, New York, New York 10020), telephone,
via the Internet, or in person at the Special Meeting, by executing a
superseding proxy or by submitting a notice of revocation to the Company. All
properly executed proxies received in time for the Special Meeting will be voted
as specified in the proxy or, if no specification is made, FOR approval of each
proposal as described in the Proxy Statement, and FOR the election of Directors.
The presence at any shareholders' meeting, in person or by proxy, of the
holders of a majority of the shares of the Fund entitled to be cast shall be
necessary and sufficient to constitute a quorum for the transaction of business.
In the event that the necessary quorum to transact business or the vote required
to approve any proposal is not obtained at the Special Meeting with respect to
the Fund, the persons named as proxies may propose one or more adjournments of
the Special Meeting to permit further solicitation of proxies. Any such
adjournment as to a matter will require the affirmative vote of the holders of a
majority of the Fund's shares present in person or by proxy at the Special
Meeting. The persons named as proxies will vote in favor of adjournment those
proxies which they are entitled to vote in favor of the proposal and will vote
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against the adjournment those proxies to be voted against the proposal. If no
shareholder entitled to vote is present in person or by proxy, any officer
present to preside or act at the Special Meeting as Secretary may also adjourn
the Special Meeting. For purposes of determining the presence of a quorum for
transacting business at the Special Meeting, abstentions will be treated as
shares that are present but which have not been voted. Abstentions will have the
effect of a "no" vote on Proposal 1 and will have no effect on Proposals 2 and
3.
Proposal 1 requires the affirmative vote of a "majority of the outstanding
voting securities" of the Fund. The term "majority of the outstanding voting
securities" as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), and as used in this Proxy Statement, means: the affirmative vote of
the lesser of (1) 67% of the voting securities of the Fund present at the
Special Meeting if more than 50% of the outstanding shares of the Fund are
present in person or by proxy or (2) more than 50% of the outstanding shares of
the Fund. Proposals 2 and 3 each requires the approval of a majority of shares
voted at the Special Meeting subject to there being a quorum for the transaction
of business.
Holders of record of the shares of common stock of the Fund at the close of
business on October 29, 1999 (the "Record Date"), as to any matter on which they
are entitled to vote, will be entitled to one vote per share on all business of
the Special Meeting. As of October 29, 1999, the Fund had 572,387.075 shares
outstanding.
All shares were owned of record by sub-accounts of separate accounts
("Separate Accounts") of life insurance companies (the "Participating Insurance
Companies") established to fund benefits under variable annuity contracts and
variable life insurance policies issued by the Participating Insurance
Companies. The Participating Insurance Companies are Continental Assurance
Company, Valley Forge Life Insurance Company, and IL Annuity And Insurance
Company.
The Participating Insurance Companies are mailing copies of this proxy
material to the holders of these contracts and policies who, by completing and
signing the accompanying proxy cards, will instruct the Separate Accounts how
they wish the shares of the Fund to be voted. The Separate Accounts will vote
shares of the Fund as instructed on the proxy cards by their contract or policy
holders. If no instructions are specified on a proxy returned by a contract or
policy holder, the Separate Accounts will vote the shares of the Fund
represented thereby "FOR" the proposal. The Separate Accounts intend to vote
shares for which no proxies are returned in the same proportions as the shares
for which instructions are received.
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As of October 29, 1999, the Directors and officers of the Company as a
group owned less than 1% of the shares of the Company. The Company knows of no
person who beneficially owns more than 5% of the capital stock of the Company.
The information contained in this Proxy Statement relating to Arnhold and
S. Bleichroeder, Inc. ("A&SB") and its wholly owned subsidiary, Arnhold and S.
Bleichroeder Advisers, Inc. ("A&SB Advisers") has been provided by A&SB.
The Company provides to all shareholders of the Fund periodic reports of
the Fund which highlight relevant information including investment results and a
review of portfolio changes. You may request a copy of the most recent annual
report for the Fund and a copy of any more recent semi-annual report, without
charge, by calling (800) 334-2143 or writing the Fund, at 1221 Avenue of the
Americas, New York, New York 10020.
PROPOSAL 1:
APPROVAL OF NEW INVESTMENT
ADVISORY AGREEMENT
INTRODUCTION
The Adviser acts as the investment adviser for the Fund pursuant to an
Investment Advisory Contract dated August 16, 1996 (the "Current Advisory
Agreement").
On October 8, 1999, Societe Generale Asset Management, S.A. ("SGAM S.A."),
the holder of all the outstanding shares of Series A common stock of the
Adviser, entered into a stock purchase agreement (the "Series A Purchase
Agreement") with A&SB providing for the sale to A&SB of all the outstanding
shares of Series A common stock of the Adviser. Jean-Marie Eveillard, the
president, director and holder of all the outstanding shares of Series B common
stock of the Adviser also entered into a stock purchase agreement dated October
8, 1999 with A&SB providing for the eventual sale to A&SB in three installments
over approximately eight years of all of the outstanding shares of Series B
common stock of the Adviser (the "Acquisition").
The Series A Purchase Agreement contemplates that the Fund will enter into
a new advisory agreement with A&SB Advisers, which is a wholly owned subsidiary
of A&SB, and will enter into an underwriting agreement and a Rule 12b-1
distribution plan with A&SB. The proposed advisory agreement is the same in all
material respects the Current Advisory Agreement. No increase is proposed in the
annual fee rates payable by the Fund with respect to advisory or distribution
services.
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A&SB traces its history to the founding of S. Bleichroeder in 1803 in
Berlin and the founding of Gebr. Arnhold in 1864 in Dresden. In 1937, the firm's
activities were moved to New York City. A&SB offers asset management services,
trading in U.S. and international securities, institutional brokerage,
institutional and retail research, advice on mergers and acquisitions and other
corporate finance matters, global securities clearance services and fund
administration. The firm manages over $4.1 billion of domestic and international
equity assets. A&SB Advisers is a wholly owned subsidiary of A&SB and serves as
the investment adviser to the First Eagle Funds, a registered investment
company, which includes First Eagle Fund of America and First Eagle
International Fund.
Consummation of the Acquisition would constitute an "assignment," as that
term is defined in the 1940 Act, of the Fund's Current Advisory Agreement. As
required by the 1940 Act, the Current Advisory Agreement provides for its
automatic termination in the event of its assignment. In anticipation of the
Acquisition, a new advisory agreement (the "New Advisory Agreement") between
A&SB Advisers and the Company, on behalf of the Fund, is being proposed for
approval by shareholders of the Fund. A copy of the form of the New Advisory
Agreement is attached hereto as Exhibit A. THE NEW ADVISORY AGREEMENT FOR THE
FUND IS THE SAME IN ALL MATERIAL RESPECTS AS THE CURRENT ADVISORY AGREEMENT. The
material terms of the Current Advisory Agreement are described under
"Description of the Current and New Advisory Agreements," below.
After the Acquisition, the Adviser will be a wholly owned subsidiary of
A&SB. To permit A&SB to realize certain operational efficiencies, the Board of
Directors of the Fund has agreed that A&SB Advisers should serve as the new
investment adviser for the Fund. Messrs. Jean-Marie Eveillard and Charles de
Vaulx will serve as portfolio managers for the Fund and have entered into
employment agreements with A&SB for an initial term of five years, effective as
of the closing date of the proposed Acquisition, and will become officers of
A&SB. Mr. Jean-Marie Eveillard will continue to be primarily responsible for the
day-to-day management of the Fund.
The proposed Acquisition is conditioned upon the shareholders of the Fund
approving the New Advisory Agreement. If the shareholders of the Fund fail to
approve the New Advisory Agreement, A&SB would not be obligated to go forward
with the proposed Acquisition. If the proposed Acquisition does not take place,
the Current Advisory Agreement would remain in effect and the Board would
continue to evaluate the services provided by the Adviser on an annual basis.
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THE ACQUISITION
SGAM S.A. began discussions in mid-1999 regarding the sale of the Adviser
to A&SB. SGAM S.A.'s principal goal in considering the proposed sale of the
Adviser was to shift its focus and resources to providing global institutional
asset management services. Discussions culminated in the execution of the Series
A Purchase Agreement on October 8, 1999.
SGAM S.A., the holder of all of the outstanding shares of Series A common
stock of the Adviser, entered into the Series A Purchase Agreement with A&SB
providing for a sale to A&SB of all of the outstanding shares of Series A common
stock of the Adviser. Jean-Marie Eveillard, the president, director and holder
of all the outstanding shares of Series B common stock of the Advisor, also
entered into a stock purchase agreement with A&SB providing for the eventual
sale to A&SB in three installments over approximately eight years of all of the
outstanding shares of Series B common stock of the Adviser. The Series A shares
represent 80.1% of the equity of the Adviser and the Series B shares represent
the remaining 19.9% of the equity of the Adviser.
The obligation of A&SB to close the Acquisition pursuant to the Series A
Purchase Agreement is subject to various conditions and requirements, including
obtaining certain approvals by the Board of Directors and Shareholders of the
Fund. The Board of Directors has approved the New Advisory Agreement and also
has nominated an expanded Board of Directors and approved changing the name of
the Fund. The Shareholders are now being asked to approve the New Advisory
Agreement and to elect the expanded Board of Directors. Approval of these items
by the shareholders is necessary for the Acquisition to take place.
In addition, Jean-Marie Eveillard and Charles de Vaulx have entered into
employment agreements with A&SB for initial terms of five years that are
effective upon the closing of the Acquisition. The agreements each provide that
the employee's responsibilities shall be commensurate with his respective
responsibilities prior to the closing of the Acquisition and that he will hold
such positions to which he may be elected or appointed during the terms of the
agreement. Each agreement also provides for salary and annual incentive
compensation, certain benefits and covenants not to compete.
A&SB has agreed to pay all reasonable fees and expenses (including, without
limitation, attorneys' fees, fees and expenses of printers and any other service
providers, and any other fees associated with the solicitation of consents or
proxies) attributable to obtaining the approvals of the Board of Directors and
shareholders, except the fees and expenses payable to SGAM S.A.'s counsel.
Neither the Company nor the Fund will bear any of these costs.
5
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THE SOGEN NAME
The Series A Purchase Agreement provides that A&SB and the Fund can
continue to use the "SoGen" name only in connection with the name of the Fund
for a period not to exceed eighteen months after the closing of the Acquisition.
A&SB has proposed to the Board of Directors that the name of the Fund
incorporate the phrase "First Eagle." Pursuant to Maryland law, the Board of
Directors may change the name of SoGen Variable Funds, Inc. The Board of
Directors agreed that if the Shareholders of the Company approve the New
Advisory Agreement with A&SB Advisers, then the name of "SoGen Variable Funds,
Inc." will be changed to "First Eagle SoGen Variable Funds, Inc.," effective
upon the closing of the Acquisition. The name change would serve to associate
the Fund more closely with A&SB and A&SB Advisers, which manage and distribute
investment companies under the "First Eagle" name. Subject to the restrictions
contained in the Series A Purchase Agreement, A&SB and the Board of Directors
agreed that the "SoGen" name should be used for as long as possible and to
provide a smooth transition to the "First Eagle" name. The new name of "SoGen
Overseas Variable Fund" will be "First Eagle Sogen Overseas Variable Fund." The
name changes are not intended to reflect any changes in the investment objective
or policies of the Fund, which will remain the same as before the Acquisition.
DESCRIPTION OF THE CURRENT AND
NEW ADVISORY AGREEMENTS
Except for the effective date, the terms of New Advisory Agreement are the
same in all material respects as the terms of the Current Advisory Agreement.
The Current Advisory Agreement for the Fund was most recently presented for
shareholder approval prior to the inception of operations of the Fund. The
following is a summary of the Current Advisory Agreement and New Advisory
Agreement for the Fund.
The Current Advisory Agreement for the Fund provides that the Adviser is
required to provide the Fund with investment research, advice and supervision,
to provide an investment program consistent with the Fund's prospectus and
statement of additional information and to assist the officers of the Fund in
the general conduct of the investment business of the Fund. The Adviser is also
required to provide office space and clerical assistance to the Fund. The Fund
is responsible for paying its own brokerage, legal and auditing expenses, taxes
or governmental fees, costs of underwriting, distributing, redeeming and
repurchasing its shares, costs of preparing and distributing reports and notices
to shareholders, fees and expenses relating to distributions and dividends, and
transfer agent and custodian expenses.
The Current Advisory Agreement anticipates that the Adviser may provide
similar services to other accounts and may aggregate similar trades for the Fund
6
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and other clients of the Adviser. The Adviser is not liable under the Current
Advisory Agreement for errors of judgment or mistakes of law or for any loss
suffered by the Fund related to the Current Advisory Agreement, except for
losses resulting from the Adviser's willful misfeasance, bad faith or gross
negligence or reckless disregard for its duties under the Current Advisory
Agreement.
The Current Advisory Agreement is subject to annual review and continuance
in accordance with the 1940 Act, and may be terminated by the Adviser or the
Fund without penalty on 60 days' written notice. The Current Advisory Agreement
automatically terminates upon "assignment" as defined in the 1940 Act. Unless
sooner terminated, the New Advisory Agreement continues in effect with regard to
the Fund for an initial term ending two years from the date of the consummation
of the Acquisition, and may continue thereafter from year to year if
specifically approved at least annually by vote of "a majority of the
outstanding voting securities" of the Fund, as defined under the 1940 Act, or by
the Board, and, in either event, by a vote of a majority of the Directors who
are not "interested persons," cast in person at a meeting called for such
purpose.
As compensation for its services, the Adviser receives an investment
management fee payable monthly from the Fund at the annual rate of 0.75% of the
average daily value of the Fund's net assets during the month.
The New Advisory Agreement is the same in all material respects as the
Current Advisory Agreement. The fee payable to A&SB Advisers is at the same
annual rate. A copy of the New Advisory Agreement is attached hereto as Exhibit
A.
For the fiscal year ended December 31, 1998, the Adviser waived its
advisory fee of $25,717 in its entirety. For the period from February 3, 1997
(commencement of operations) through December 31, 1997, the Adviser waived its
advisory fee of $5,742 in its entirety.
INFORMATION CONCERNING A&SB ADVISERS
A&SB Advisers is registered with the SEC as an investment adviser. A&SB
Advisers currently serves as the investment adviser to the First Eagle Fund of
America and the First Eagle International Fund, each a separate Series of the
First Eagle Funds, a Delaware business trust that is registered with the SEC as
an open-end investment company. The investment management fees for First Eagle
Fund of America and the First Eagle International Fund are paid on a monthly
basis at the annual rate of 1% on the average daily value of the net assets of
First Eagle Fund of America and the First Eagle International Fund which, as of
October 29, 1999, had assets of $557 million and $35.6 million, respectively.
A&SB Advisers is a wholly owned subsidiary of A&SB which is registered with the
SEC as a broker-dealer and an investment adviser. The
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address of A&SB, A&SB Advisers and the officers of A&SB Advisers listed below is
1345 Avenue of the Americas, New York, NY 10105. The following is a list of the
names of the directors and executive officers of A&SB Advisers. None of these
individuals currently holds any positions with the Fund.
<TABLE>
<CAPTION>
Name and Position
with A&SB Advisers Other Principal Positions
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<S> <C>
Henry H. Arnhold Co-Chairman of the Board, Arnhold and S. Bleichroeder, Inc.;
Director Director, Arnhold and S. Bleichroeder UK Ltd.; Director, ASB
Securities, Inc.; Director, Aquila International Fund Ltd.; Trustee,
The New School for Social Research; and Director, Conservation
International.
John P. Arnhold Co-President and Director, Arnhold and S. Bleichroeder, Inc.;
Co-President and Director President, Chief Executive Officer and Director, Arnhold and S.
Bleichroeder UK Ltd.; Co-President and Director, ASB Securities,
Inc.; Co-President and Trustee, First Eagle Funds; Director, Aquila
International Fund Ltd.; and President, Worldvest, Inc.
Stanford S. Warshawsky Co-President, Secretary and Director, Arnhold and S. Bleichroeder,
Co-President and Director Inc.; Chairman and Director, Arnhold and S. Bleichroeder UK Ltd.;
Co-President and Director, ASB Securities, Inc.; Chairman and
Trustee, First Eagle Funds; Director, German-American Chamber of
Commerce.
Stephen M. Kellen Co-Chairman of the Board, Arnhold and S. Bleichroeder, Inc.;
Director Director, Arnhold and S. Bleichroeder UK Ltd.; Director ASB
Securities, Inc.; Director, The Carnegie Hall Society; Trustees
Council of The National Gallery of Art; and Trustee, WNET/
Thirteen.
Gary L. Fuhrman Senior Vice President and Director, Arnhold and S. Bleichroeder,
Director Inc.; Director, Arnhold and S. Bleichroeder UK Ltd.; Director, ASB
Securities, Inc.
Robert Miller Senior Vice President, Arnhold and S. Bleichroeder, Inc.; Director,
Secretary and Treasurer Arnhold and S. Bleichroeder UK Ltd.; and Treasurer and Chief
Accounting Officer, First Eagle Funds.
Robert Bruno Senior Vice President, Arnhold and S. Bleichroeder, Inc.; Vice
Vice President President and Secretary, First Eagle Funds; and prior to 1997,
President and Chief Operating Officer, Coelho Associates LLC and
Senior Vice President and Chief Administrative Officer, Schroder
Wertheim Investment Services, Inc.
Ronald A. Bendelius Senior Vice President, Arnhold and S. Bleichroeder, Inc.
Vice President
William P. Casciani Senior Vice President, Arnhold and S. Bleichroeder, Inc.; Vice
Vice President President and Secretary, ASB Securities, Inc.; and Senior Executive
Officer, Arnhold and S. Bleichroeder UK Ltd.
Michael Klemballa Senior Vice President, Arnhold and S. Bleichroeder, Inc.; and Vice
Vice President President, ASB Securities, Inc.
</TABLE>
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<TABLE>
<CAPTION>
Name and Position
with A&SB Advisers Other Principal Positions
------------------ -------------------------
<S> <C>
Allan Langman Senior Vice President, Treasurer and Director, Arnhold and S.
Vice President Bleichroeder, Inc.; and Vice President and Treasurer, ASB Securities,
Inc.
Vincent Viglione Senior Vice President, Arnhold and S. Bleichroeder, Inc.
Vice President
</TABLE>
BOARD OF DIRECTORS RECOMMENDATION
On October 20, 1999, the Board of Directors of the Company, including a
majority of the Directors who are not parties to the proposed agreement or
"interested persons" (as defined under the 1940 Act) of any such party (the
"Independent Directors"), voted to approve the New Advisory Agreement on behalf
of the Fund and to recommend approval of the New Advisory Agreement to the
shareholders. The Board's deliberations and the reasons for its recommendation
are discussed below.
The Board of Directors of the Company recommends that the shareholders of
the Fund vote in favor of the approval of the New Advisory Agreement.
BOARD OF DIRECTORS EVALUATION
Prior to the execution of the Series A Purchase Agreement, representatives
of the Adviser advised the Independent Directors of the Fund and their counsel,
by means of a telephone conference call, that SGAM S.A. was contemplating
selling its interest in the Adviser to A&SB. At that time, and in several
subsequent calls, representatives of the Adviser described in general the
proposed terms of the Acquisition and provided preliminary information regarding
A&SB.
On September 24, 1999, at a regularly scheduled Board of Directors meeting,
representatives of the Adviser again discussed the proposed Acquisition. In
addition, at the behest of the Adviser, representatives of A&SB attended the
meeting and were introduced to the Board. At that meeting, A&SB representatives
presented to the Board a detailed description of the business of A&SB and
outlined the perceived benefits of the proposed Acquisition to the Adviser and
its investment advisory clients, including the Fund.
On October 8, 1999, representatives of the Adviser advised the Independent
Directors of the Fund that SGAM S.A. had entered into the Series A Purchase
Agreement. At that time, representatives of the Adviser described the terms of
the Series A Purchase Agreement and reiterated the perceived benefits to the
Adviser and to the Fund.
The Adviser and A&SB subsequently furnished to the Independent Directors
additional information regarding the proposed Acquisition, including a copy of
the Series A Purchase Agreement in the form executed and information
9
<PAGE>
regarding A&SB. In addition, the Independent Directors specifically requested
detailed information from the Adviser and A&SB about the proposed Acquisition,
the anticipated impact of the transaction on the Fund and its shareholders, and
the plans of A&SB regarding the future of the Fund. In a series of conference
calls and in-person meetings, the Independent Directors discussed the
information provided in response to their questions among themselves and with
representatives of the Adviser and A&SB. They were assisted in their review of
this information by their independent legal counsel.
The Board was advised that SGAM S.A. and Jean-Marie Eveillard intend to
rely on Section 15(f) of the 1940 Act, which provides a non-exclusive safe
harbor for an investment adviser to a fund or any of the investment adviser's
affiliated persons (as defined under the 1940 Act) to receive an amount or
benefit in connection with a change in control of the investment adviser as long
as two conditions are met. First, for a period of three years after the
transaction, at least 75% of the board members of the fund must not be
"interested persons" of the fund's investment adviser or its predecessor
adviser. Upon consummation of the Acquisition, the Board, assuming the election
of the nominees that you are being asked to elect in "Proposal 2: Election of
Directors," would be in compliance with this condition. Second, an "unfair
burden" must not be imposed upon the fund as a result of the transaction. The
term "unfair burden" means any arrangement during the two-year period after the
transaction whereby the investment adviser, or any interested person of any such
adviser, receives or is entitled to receive any compensation, directly or
indirectly, from the fund or its shareholders (other than fees for bona fide
investment advisory or other services) or from any person in connection with the
purchase or sale of securities or other property to, from or on behalf of the
fund (other than bona fide ordinary compensation as principal underwriter for
the fund). No such compensation arrangements are contemplated in connection with
the Acquisition. A&SB has undertaken to pay the costs of preparing and
distributing proxy materials to, and of holding the meeting of, the Fund's
shareholders as well as other fees and expenses in connection with the
Acquisition, including the fees and expenses of legal counsel to the Fund and
the Independent Directors.
The Independent Directors sought assurances from A&SB that there would be
no diminution in the level of services provided to the Fund after the
Acquisition. A&SB responded that the level of services provided to the Fund
after the Acquisition would in no way be diminished and, as evidence of this,
noted that (i) each of Jean-Marie Eveillard and Charles de Vaulx, who hold
senior positions in the management of the Fund, had each entered into a long-
term employment contract with A&SB effective upon the closing of the
Acquisition, (ii) there will be substantial continuity of employment of the
other key persons on the current portfolio management team of the Fund, and
(iii) in man-
10
<PAGE>
aging and administering the Fund, these persons will have access to the
resources of A&SB and its affiliates.
In addition to these areas of inquiry, the Board reviewed the terms of the
New Advisory Agreement. After discussion, the Board concluded that the services
to be provided and the obligations of the Company and A&SB Advisers under the
New Advisory Agreement were not materially different than those under the
Current Advisory Agreement.
The Board, including the Independent Directors, unanimously approved the
New Advisory Agreement at a meeting held on October 20, 1999.
The Board believes that the Acquisition is consistent with the best
interests of the shareholders of the Fund and recommends that the shareholders
of the Fund vote "FOR" the approval of the New Advisory Agreement.
REQUIRED VOTE
Approval of this Proposal requires the affirmative vote of a "majority of
the outstanding voting securities" of the Fund, as described above. The Board
recommends that the shareholders vote in favor of this Proposal 1.
PROPOSAL 2:
ELECTION OF DIRECTORS
Persons named in the accompanying proxy card intend, in the absence of
contrary instructions, to vote all proxies in favor of the election of the 10
nominees listed below as Nominees for Director of the Company. All nominees have
agreed to stand for election and to serve, effective as of the closing of the
proposed Acquisition, if elected. If any such nominee should be unable to serve
(an event not now anticipated), the proxies will be voted for such person, if
any, as shall be designated by the Board of Directors to replace any such
nominee. In the event that the proposed Acquisition does not, for any reason,
occur, the current Directors of the Company will continue to serve in such
capacity and constitute the complete Board.
Pursuant to the requirements of the Series A Purchase Agreement and in
reliance upon Section 15(f) of the 1940 Act, at least 75% of the Board must
consist of persons who are not interested persons of either the Adviser or A&SB
Advisers for at least three years after the Acquisition. At a meeting held on
October 20, 1999, all of the Independent Directors, acting as the Fund's
nominating committee, determined that Mr. John P. Arnhold and Mr. Stanford
Warshawsky, Co-Presidents and Directors of A&SB and of A&SB Advisers, should be
nominated as "interested" Directors of the Company. In addition, the Independent
Directors met with the Independent Trustees of the First Eagle Funds, a
registered investment company with two series that is managed by
11
<PAGE>
A&SB Advisers. The Independent Directors have proposed and nominated for
election by the Shareholders individuals who are currently serving as
Independent Trustees of the First Eagle Funds.
The Independent Directors and A&SB have agreed that the Company's Board of
Directors should be expanded to include both the nominees identified below, as
well as two additional independent directors. The Independent Directors have
selected two persons to be nominated to serve as these additional directors. The
approval of these two additional directors does not require a vote of the
shareholders. Rather, as permitted under the Company's Charter, the new
directors will be appointed to the board by the directors of the Company. The
approval process for these two additional nominees has begun and they are in the
process of meeting with the nominees identified below. It is anticipated that
the two additional directors will be appointed to the Board at a meeting of the
directors to be held shortly after the closing of the proposed Acquisition.
Mr. Jean-Marie Eveillard, 59, who is the Director and President of the
Adviser, and Mr. Philippe Collas, 49, who is the head of asset management at
SGAM S.A., are not seeking reelection to the Board and each will resign from the
Board as of the closing date of the proposed Acquisition. As discussed above,
however, Mr. Eveillard is joining A&SB in a senior management capacity and will
continue to manage the portfolio of the Fund.
INFORMATION CONCERNING NOMINEES
The following table sets forth certain information concerning each of the
nominees for Director of the Company. Unless otherwise noted, each of the
nominees has engaged in the principal occupation listed in the following table
for more than five years, but not necessarily in the same capacity.
<TABLE>
<CAPTION>
Name (Age) Principal Occupation or Employment and Directorships
---------- ----------------------------------------------------
<S> <C>
*John P. Arnhold (45) Co-President and Director, Arnhold and S. Bleichroeder
1345 Avenue of the Americas, Advisers, Inc.; Co-President and Director, Arnhold and S.
New York, NY 10105 Bleichroeder, Inc.; President and Director, Arnhold and S.
Bleichroeder UK Ltd.; Co-President and Director, ASB
Securities, Inc.; Director, Aquila International Fund, Ltd.;
President, Worldvest, Inc.; Co-President and Trustee, First Eagle
Funds.
Candace K. Beinecke (52) Managing Partner, Hughes Hubbard & Reed; Director, Jacob's
One Battery Park Plaza, Pillow Dance Festival, Inc., Historic Preservation Projects, Inc. and
New York, NY 10004 Merce Cunningham Dance Foundation, Inc.; Trustee, First Eagle
Funds.
Edwin J. Ehrlich (68) President, Ehrlich Capital Management; Director, Pension Fund
2976 Lonni Lane, Trusts --ITT Corp.; Advisory Board Member, Emerging World
Merrick, NY 11566 Investors Limited; Trustee, First Eagle Funds.
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Name (Age) Principal Occupation or Employment and Directorships
---------- ----------------------------------------------------
<S> <C>
Robert J. Gellert (68) Manager, United Continental Corporation; General Partner,
122 East 42nd Street, Windcrest Partners; Trustee, First Eagle Funds.
New York, NY 10168
James E. Jordan (54) Private investor; Consultant to The Jordan Company (private
767 Fifth Avenue, investment banking company); until June 1997, President and chief
New York, NY 10153 investment officer of The William Penn Company (a registered
investment adviser); Director, Leucadia National Corporation,
Empire Insurance Company and J.Z. Equity Partners, Plc. (a British
investment trust company); Director, School of International and
Public Affairs of Columbia University; and Vice Chairman, New
York State Board of The Nature Conservancy; Trustee, First Eagle
Funds.
William M. Kelly (55) Manager, Lingold Association; Independent General Partner,
40 Wall Street, Suite 4201, ML Venture Partners I, L.P. and ML Venture Partners II, L.P.;
New York, NY 10005 Trustee, New York Foundation; Treasurer and Trustee, Black
Rock Forest Conservation; Trustee, First Eagle Funds.
Fred J. Meyer (68) Vice Chairman of Omnicom Group, Inc. since 1998; and prior
437 Madison Avenue, thereto, Chief Financial Officer; Director, Novartis Corporation;
New York, NY 10022 Zurich-American Insurance Cos and Medialink, Inc.; Trustee,
National Park Trust; Director of SoGen Funds, Inc. and of SoGen
Variable Funds, Inc.
Dominique Raillard (61) Managing Director of Act 2 International (Consulting) since July
15, boulevard Delessert 1995. Group Executive Vice President of Promodes (Food
75016 Paris, France Retailing) since 1978; Director of SoGen Funds, Inc. and of
SoGen Variable Funds, Inc.
Nathan Snyder (64) Independent Consultant; Director of SoGen Funds, Inc. and of
163 Parish Road South, SoGen Variable Funds, Inc.
New Cannan, CT 06840
*Stanford S. Warshawsky (62) Co-President, Secretary and Director, Arnhold and S.
1345 Avenue of the Americas, Bleichroeder, Inc.; Co-President and Director, Arnhold and S.
New York, NY 10105 Bleichroeder Advisers, Inc.; Chairman and Director, Arnhold
and S. Bleichroeder UK Ltd.; Co-President and Director, ASB
Securities, Inc.; Director, German-American Chamber of
Commerce; Chairman and Trustee, First Eagle Funds.
</TABLE>
- ------------
* Interested person of the Fund as defined in the 1940 Act because of their
positions with A&SB or A&SB Advisers.
13
<PAGE>
RESPONSIBILITIES OF THE BOARD--BOARD AND COMMITTEE MEETINGS
The Board is responsible for the general oversight of the business of the
Fund. A majority of the members of both the current and proposed Boards are not
"interested" persons of the Fund, within the meaning of the 1940 Act. These
Independent Directors have primary responsibility for assuring that the Fund is
managed in a manner consistent with the best interests of its shareholders.
The Board of Directors meets at least quarterly to review the investment
performance of the Fund and other operational matters, including policies and
procedures designed to assure compliance with applicable regulatory
requirements. At least annually, the Independent Directors review the fees paid
to the Fund's investment adviser and its affiliates for investment advisory
services and other administrative and shareholder services. In connection with
this review, the Directors evaluate the Fund's investment performance, the
quality and efficiency of the various other services provided, costs incurred by
the Adviser and its affiliates, and comparative information regarding fees and
expenses of competitive funds (among other things). They are assisted in this
process by the Fund's independent public accountants (see Proposal 3 below) and
by independent legal counsel selected by the Independent Directors.
During the calendar year ended December 31, 1998, the Board of Directors
met nine times.
Audit Committee
The Board has an Audit Committee consisting solely of Fred J. Meyer,
Dominque Raillard, and Nathan Snyder, the Independent Directors. The Audit
Committee reviews with management and the independent accountants for the Fund,
among other things, the scope of the audit and the controls of the Fund and its
agents, reviews and approves in advance the type of services to be rendered by
the independent accountants, recommends the selection of independent accountants
for the Fund to the Board and, in general, considers and reports to the Board on
matters regarding the Fund's accounting and bookkeeping practices.
During the calendar year ended December 31, 1998, the Audit Committee met
two times.
Nominating Committee
Although the Board has no standing Nominating Committee, the Independent
Directors, acting as a group, are responsible for nominating independent
directors and considering other related matters.
14
<PAGE>
EXECUTIVE OFFICERS
The following persons are currently Executive Officers of the Company:
<TABLE>
<CAPTION>
Present Office with the Company
Name (Age) Principal Occupation (year first became an officer)
---------- -------------------- ------------------------------
<S> <C> <C>
Jean-Marie Eveillard (59) President President and Director (1995)
of the Adviser
Philip J. Bafundo (37) Secretary and Treasurer Vice President, Secretary, and
of the Adviser Treasurer (1995)
Edwin S. Olsen (60) Marketing Manager of Vice President (1995)
the Adviser
Elizabeth Tobin (46) Senior Vice President of Vice President (1995)
the Adviser
Charles de Vaulx (38) Senior Vice President of Vice President (1995)
the Adviser
</TABLE>
COMPENSATION OF DIRECTORS AND OFFICERS
The Company pays each of its Independent Directors an annual Director's fee
of $6,000 plus a fee of $1,000 for each Board and committee meeting attended and
compensates him or her for expenses related to Company business. During the
fiscal year ended December 31, 1998, the Board met more frequently than normally
due to organizational issues not in the ordinary course of business and
accordingly the fees paid to the Directors for the year were higher that those
typically paid.
The Adviser supervises the Fund's investments, pays the compensation and
certain expenses of its personnel who serve as Directors and officers of the
Company and receives a management fee for its services. Several of the Company's
officers and Directors are also officers, directors, employees or shareholders
of the Adviser and participate in the fees paid to that firm, although the
Company makes no direct payments to them. The Company does not provide any
compensation in the form of pension or retirement benefits to any of the
Directors.
The following Compensation Table provides in tabular form the following
data:
Column (1) All Directors who receive compensation from the Company.
Column (2) Aggregate compensation received by each Director during the
fiscal year ended December 31, 1998. The number in parentheses indicates the
total number of boards in the fund complex on which the Director served as of
December 31, 1998.
15
<PAGE>
<TABLE>
<CAPTION>
Total Compensation
Aggregate Compensation from the Company
Name of Person, Position from the Company and Fund Complex
------------------------ ---------------- ----------------
<S> <C> <C>
Fred J. Meyer, Director $15,000 $45,000(2)
Dominique Raillard, Director $14,000 $42,000(2)
Nathan Snyder, Director $15,000 $45,000(2)
</TABLE>
REQUIRED VOTE
Election of each of the listed nominees for Director requires the
affirmative vote of a majority of the votes cast at the Special Meeting in
person or by proxy. The Board recommends that the shareholders vote in favor of
each of the nominees listed in this Proposal 2.
PROPOSAL 3:
RATIFICATION OR REJECTION
OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund, including a majority of the Independent
Directors, has selected KPMG LLP to act as independent accountants for the
Company for the Company's current fiscal year ending March 31, 2000. KPMG LLP
are independent accountants and have advised the Company that they have no
direct financial interest or material indirect financial interest in the
Company. One or more representatives of KPMG LLP are expected to be present at
the Special Meeting and will have an opportunity to make a statement if they so
desire. Such representatives are expected to be available to respond to
appropriate questions posed by shareholders or management.
REQUIRED VOTE
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at the Special Meeting in
person or by proxy. The Board recommends that the shareholders vote in favor of
this Proposal 3.
ADDITIONAL INFORMATION
GENERAL
All reasonable fees incurred in connection with preparing, printing and
mailing the enclosed proxy, accompanying notice and proxy statement and all
other costs in connection with the solicitation of proxies will be paid by A&SB
(and not, in any event, by the Company or the Fund), including any additional
solicitation made by letter, telephone or telegraph. In addition to solicitation
by mail, certain officers and representatives of the Company, officers and
employees of the Adviser and certain financial services firms and their repre-
16
<PAGE>
sentatives, who will receive no extra compensation for their services, may
solicit proxies by telephone, telegram or personally.
MacKenzie Partners, Incorporated ("MacKenzie") has been engaged to assist
in the solicitation of proxies. As the Special Meeting date approaches, certain
shareholders of the Fund may receive a telephone call from a representative of
MacKenzie to assure that the proxy material has been received and to assist
shareholders with the voting process. The MacKenzie representative, although he
or she is permitted to answer questions, is not permitted to recommend to the
shareholder how to vote, other then to read any recommendation set forth in the
proxy statement. The cost of this assistance is expected to be approximately
$30,000 and, as stated above, will not be borne by the Fund or the Company.
Should shareholders require additional information regarding the proxy or
replacement proxy cards, they may contact MacKenzie toll-free at (800) 322-2885.
Any proxy given by a shareholder, whether in writing, over the Internet, or by
telephone, is revocable.
INVESTMENT ADVISER AND PRINCIPAL UNDERWRITER
The Adviser, whose address is 1221 Avenue of the Americas, New York, New
York, is currently the investment adviser of the Fund. Funds Distributor, Inc.,
whose address is 1221 Avenue of the Americas, New York, New York, is currently
the principal underwriter of the Fund.
PROPOSALS OF SHAREHOLDERS
Shareholders wishing to submit proposals for inclusion in a proxy statement
for a shareholder meeting subsequent to the Special Meeting, if any, should send
their written proposals to the Secretary of the Company, 1221 Avenue of the
Americas, New York, New York 10020, within a reasonable time before the
solicitation of proxies for such meeting. Pursuant to its bylaws, the Company
does not generally, and has no present intention to, hold annual meetings of
shareholders. The timely submission of a proposal does not guarantee its
inclusion in a proxy statement.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
The Board of Directors is not aware of any matters that will be presented
for action at the Special Meeting other than the matters set forth herein.
Should any other matters requiring a vote of shareholders arise, the proxy in
the accompanying form will confer upon the person or persons entitled to vote
the shares represented by such proxy the discretionary authority to vote the
shares as to any such other matters in accordance with their best judgment in
the interest of the Fund.
17
<PAGE>
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Directors,
PHILIP J. BAFUNDO
Secretary
18
<PAGE>
Exhibit A
First Eagle SoGen Variable Funds, Inc.
1221 Avenue of the Americas, 8th Floor
New York, New York 10020
December , 1999
Arnhold and S. Bleichroeder Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
Investment Advisory Contract
Dear Sirs:
First Eagle SoGen Variable Funds, Inc., (the "Company"), a Maryland
corporation consisting of one portfolio, First Eagle SoGen Overseas Variable
Fund (the "Fund"), is engaged in the business of an investment company. The
Company's Board of Directors has selected you to act as the investment adviser
of the Company, as more fully set forth below, and you are willing to act as
such investment adviser and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Company agrees with you as
follows:
1. Delivery of Corporate Documents. The Company has furnished you with
copies properly certified or authenticated of each of the following:
(a) Articles of Incorporation of the Company.
(b) By-Laws of the Company as in effect on the date hereof.
(c) Resolutions of the Board of Directors of the Company selecting you as
investment adviser and approving the form of this Agreement.
The Company will furnish you from time to time with copies properly
certified or authenticated, of any amendments of or supplements to the
foregoing, if any.
2. Advisory Services. You will regularly provide the Company with
investment research, advice and supervision and will furnish continuously an
investment program for the Company's Portfolio consistent with the Fund's
investment objective, policies and restrictions set forth in the Company's
Registration Statement under the Securities Act of 1933, as amended (the
"Registration Statement") and the current prospectus and statement of additional
information included therein (the "Prospectus"). You will recommend what
securities shall be purchased for the Fund, what portfolio securities shall be
sold by the Fund, and what portion of the Fund's assets shall be held
uninvested,
A-1
<PAGE>
subject always to such investment objectives, policies and restrictions and to
the provisions of the Company's Articles of Incorporation, By-Laws and the
requirements of the Investment Company Act of 1940, as amended (the "1940 Act"),
as each of the same shall be from time to time in effect. You shall advise and
assist the officers of the Company in taking such steps as are necessary or
appropriate to carry out the decisions of its Board of Directors and any
appropriate committees of such Board regarding the foregoing matters and general
conduct of the investment business of the Company.
3. Allocation of Charges and Expenses. You will pay the compensation and
expenses of all officers of the Company and will furnish, without expense to the
Company, the services of such of your officers and employees as may duly be
elected officers or directors of the Company, subject to their individual
consent to serve and to any limitations imposed by law. You will pay the
Company's office rent and ordinary office expenses and will provide investment,
advisory, research and statistical facilities and all clerical services relating
to research, statistical and investment work. (It is understood that the
foregoing provision does not obligate you to pay for the maintenance of the
Company's general ledger and securities cost ledger or for daily pricing of the
Company's securities, but that it does obligate you, without expense to the
Company, to oversee the provision of such services by the Company's agent.) You
will not be required hereunder to pay any expenses of the Company other than
those above enumerated in this paragraph 3. In particular, but without limiting
the generality of the foregoing, you will not be required to pay hereunder:
brokers' commissions; legal or auditing expenses; taxes or governmental fees;
any direct expenses of issue, sale, underwriting, distribution, redemption or
repurchase of the Company's shares; the expenses of registering or qualifying
securities for sale; the cost of preparing and distributing reports and notices
to stockholders; the fees or disbursements of dividend, disbursing, shareholder,
transfer or other agent; or the fees or disbursements of custodians of the
Company's assets.
4. Compensation of the Adviser. For all services to be rendered and
payments made as provided in paragraphs 2 and 3 hereof, you will receive a
monthly fee after the last day of each month, in accordance with Schedule A
attached hereto.
If this Agreement is terminated with respect to the Fund as of any day not
the last day of a month, the Fund's fee shall be paid as promptly as possible
after such date of termination. If this Agreement shall be effective for less
than the whole of any month, such fee shall be based on the average daily value
of the net assets of the Fund in the part of the month for which this Agreement
shall be effective and shall be that proportion of such fee as the number of
business days (days on which the New York Stock Exchange is open all or part of
the day for unrestricted trading) in such period bears to the number of business
A-2
<PAGE>
days in such month. The average daily value of the net assets of the Fund shall
in all cases be based only on business days for the period or month and shall be
computed in accordance with applicable provisions of the Articles of
Incorporation of the Company.
5. Purchase and Sale of Securities. You shall purchase securities from or
through and sell securities to or through such persons, brokers or dealers
(including any of your affiliates) as you shall deem appropriate in order to
carry out the Company's brokerage policy as set forth from time to time in the
Registration Statement and Prospectus, or as the Board of Directors of the
Company may require from time to time. You acknowledge that you will comply with
all applicable provisions of the 1940 Act, Investment Advisers Act of 1940, as
amended (the "Investment Advisers Act") and the Securities Exchange Act of 1934,
as amended, including without limitation the provisions of Section 28(e)
thereof, with respect to the allocation of portfolio transactions. When
purchasing securities from or through, and selling securities to or through, any
such persons, brokers or dealers that may be affiliated with you, you shall
comply with all applicable provisions of the 1940 Act, including without
limitation Section 17 thereof and the rules and regulations thereunder, and
Section 206 of the Investment Advisers Act and the rules and regulations
thereunder.
Nothing herein shall prohibit the Board of Directors of the Company from
approving the payment by the Company of additional compensation to others for
consulting services, supplemental research and security and economic analysis.
6. Services to Other Accounts. The Company understands that you and your
affiliates now act, will continue to act, and may in the future act as
investment adviser to fiduciary and other managed accounts, and the Company has
no objection to you and your affiliates so acting, provided that whenever the
Fund and one or more other accounts advised by you (the "Managed Accounts") are
prepared to purchase, or desire to sell, the same security, available
investments or opportunities for sales will be allocated in a manner that is
equitable to each entity. In such situations, you may place orders for a Fund
and each Managed Account simultaneously, and if all such orders are not filled
at the same price, you may cause the Fund and each Managed Account to pay or
receive the average of the prices at which the orders were filled for the Fund
and all Managed Accounts. If all such orders cannot be executed fully under
prevailing market conditions, you may allocate the traded securities between the
Fund and the Managed Accounts in a manner you consider appropriate, taking into
account the size of the order placed for the Fund and each such Managed Account
and, in the event of a sale, the size of the pre-sale position of the Fund and
each such Managed Account, as well as any other factors you deem relevant. The
Company recognizes that in some cases this procedure may affect adversely the
price paid or received by the Fund or the size of the position
A-3
<PAGE>
purchased or sold by the Fund. In addition, the Company understands that the
persons employed by you to provide service to the Company in connection with the
performance of your duties under this Agreement will not devote their full time
to that service. Moreover, nothing contained in this Agreement will be deemed to
limit or restrict your right or the right of any of your affiliates to engage in
and devote time and attention to other businesses or to render services of
whatever kind or nature including serving as investment adviser to, or employee,
officer, director or trustee of, other investment companies.
7. Avoidance of Inconsistent Position. If any occasion should arise in
which you give any advice to clients of yours concerning the shares of the
Company, you will act solely as investment counsel for such clients and not in
any way on behalf of the Company. In connection with purchases or sales of
portfolio securities for the account of the Fund, neither you nor any of your
directors, officers or employees will act as a principal.
8. Limitation of Liability of Adviser. You shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Company in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on your part
in the performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement.
9. Use of Name. If you cease to act as the Company's investment adviser,
or, in any event, if you so request in writing, the Company agrees to take all
necessary action to change the name of the Company and the Fund to a name not
including the term "First Eagle". You may from time to time make available
without charge to the Company for its use such marks or symbols not owned by
you, including the logo in the form of a stylized globe or marks or symbols
containing the term "First Eagle" or any variation thereof, as you may consider
appropriate. Any such marks or symbols so made available will remain your
property and you shall have the right, upon notice in writing, to require the
Company to cease the use of such mark or symbol at any time.
10. Duration and Termination of this Agreement. This Agreement shall remain
in force until December , 2001, and from year to year thereafter with respect to
the Fund, but only so long as such continuance is specifically approved at least
annually by the Board of Directors of the Company with respect to the Fund or by
vote of a majority of the outstanding voting securities of the Fund. In
addition, the Company may not renew or perform this Agreement unless the terms
thereof and any renewal thereof have been approved with respect to the Fund by
the vote of a majority of directors of the Company who are not interested
persons of you or of the Company cast in person at a meeting called for the
purpose of voting on such approval. This Agreement may, on 60
A-4
<PAGE>
days' written notice, be terminated with respect to the Fund at any time without
the payment of any penalty, by the Board of Directors of the Company, by vote of
a majority of the outstanding voting securities of the Company, or by you. This
Agreement shall automatically terminate in the event of its assignment. In
interpreting the provisions of this paragraph, the definitions contained in
Section 2(a) of the 1940 Act, as amended, and any Rules thereunder (particularly
the definitions of "interested person", "assignment", "voting security" and
"vote of a majority of the outstanding voting securities") shall be applied.
11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the "party" against which enforcement of the change, waiver,
discharge or termination is sought.
12. Notices. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, to you or to the Company at 1221 Avenue of the
Americas, 8th Floor, New York, New York 10020.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon, either of the parties to do anything in violation of
any applicable laws or regulations.
14. Captions; Counterparts. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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<PAGE>
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Company, whereupon this letter shall become a binding
contract.
Yours very truly,
FIRST EAGLE SOGEN VARIABLE FUNDS, INC.
By: ........................................
Name:
Title:
The foregoing Agreement is hereby accepted.
ARNHOLD AND S. BLEICHROEDER ADVISERS, INC.
By: .............................
Name:
Title:
A-6
<PAGE>
SCHEDULE A
First Eagle Sogen Variable Funds, Inc.
Pursuant to Section 4 of the investment advisory agreement between the First
Eagle SoGen Variable Funds, Inc. and Arnhold and S. Bleichroeder Advisers, Inc.
("A&SB Advisers"), the parties agree that A&SB Advisers shall be paid on a
monthly basis an investment advisory fee at the annual rate for the Fund as set
forth below:
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<S> <C>
First Eagle SoGen Overseas Variable 0.75 of 1% of the average daily
Fund: value of the First Eagle SoGen
Overseas Fund's net assets
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IN WITNESS WHEREOF, the undersigned have approved this schedule effective as of
the day of , 1999.
FIRST EAGLE SOGEN VARIABLE FUNDS, INC.
BY: ............................................
NAME:
TITLE:
ARNHOLD AND S. BLEICHROEDER
ADVISERS, INC.
By: ............................................
Name:
Title:
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<PAGE>
If you have any questions or need assistance in voting your shares, please
contact:
[Logo: MACKENZIE
PARTNERS, INC.]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
Call Toll Free (800) 322-2885
S/8/87
<PAGE>
[Sphere Graphic]
SOGEN FUNDS, INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NY 10020
SOGEN VARIABLE FUNDS, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
Special Meeting of Shareholders - December 22, 1999
The undersigned hereby appoints Jean-Marie Eveillard and Philip J. Bafundo,
and each of them, the proxies of the undersigned, with the power of substitution
to each of them, to vote all shares of SoGen Overseas Variable Fund (the
"Fund"), a series of SoGen Variable Funds, Inc. (the "Company") which the
undersigned is entitled to vote at the Special Meeting of Shareholders of the
Company to be held at the offices of the Company, 1221 Avenue of the Americas,
8th Floor, New York, New York 10020, on Wednesday, December 22, 1999 at 4:00
p.m., and at any adjournments and postponements thereof (the "Special Meeting").
Every properly signed proxy will be voted in the manner specified thereon and,
in the absence of specification, will be treated as GRANTING authority to vote
FOR the Proposals.
Please sign exactly as your name or names appear. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
such.
PLEASE SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
VOTE BY TELEPHONE OR THE INTERNET
CALL TOLL-FREE 1-800-690-6903
OR VISIT OUR WEBSITE: WWW.PROXYVOTE.COM
(See left for further instructions to vote by telephone or by Internet.)
To Vote by Internet:
1. Read the Proxy Statement and have your Proxy Card at hand.
2. Go to website www.proxyvote.com
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Follow the simple instruction at the web site.
To Vote by Telephone (touch-tone only):
1. Read the Proxy Statement and have your Proxy Card at hand.
2. Call toll-free 1-800-690-6903.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Follow the simple recorded instructions.
TO VOTE. MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
X SOGVAR KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
SOGEN VARIABLE FUNDS, INC.
The Directors of the Company recommend that you vote FOR the proposals set
forth below.
Vote On Proposals
2. To elect Directors: 01) John P. Arnhold, 02) Candace K. Beinecke, 03)
Edwin J. Ehrlich, 04) Robert J. Geilert, 05) James E. Jordan, 06) William M.
Kelly, 07) Fred J. Meyer, 08) Dominique Raillard, 09) Nathan Snyder, and
10) Stanford S. Warshawsky
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<S> <C> <C> <C>
For Withhold For all To withhold authority to vote, mark "For All Except"
All All Except and write the nominee's number on the line below
[ ] [ ] [ ] -------------------------------------------------------------
</TABLE>
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<S> <C> <C> <C> <C>
For Against Abstain
1. To approve a new advisory agreement between Arnhold and S. Bleichroeder Advisers, Inc.
and the Company on behalf of the Fund. [ ] [ ] [ ]
3. To ratify the selection of KPMG LLP as the independent accountants for the Fund for the
Fund's current fiscal year. [ ] [ ] [ ]
4. In their discretion, the proxies are authorized to vote upon such other business as may
properly be presented at the Special Meeting. [ ] [ ] [ ]
</TABLE>
<TABLE>
<S> <C> <C> <C>
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| | | | | |
| | | | | |
- ----------------------------------------------- -----------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
